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When Personal Projects Start To Conflict w/ Work?

Cliff posted more than 13 years ago | from the what-do-you-do-...-what-DO-you-do dept.

News 222

Yhcrana asks: "I am preparing to start a project at the company I work and I have hit a small snag. Over the past 6 months I have been developing a product in my spare time for commercial use and it is nearing completion. The problem is that one of the clients they work for wants the EXACT product I am producing in my spare time. I have held this product from their knowledge on purpose since I was going to be first to market on it. I am about 50 hours away from completion of the project and they now want me to produce the EXACT same thing for them. My question is what should I do? If I complete this product on their time they will want to have some sort of part of the licensing and this is my idea." Similar to an older Ask Slashdot this question approaches the issue from the opposite direction, that of dealing with your job while still trying to complete something you've been working on that may mean a lot to you. What would be the best way for Yhcrana to not only finish his project and retain the rights, but to help his firm's clients as well?

"This product was going to support me in my down time between jobs as I have a couple of clients who are eagerly awaiting its completion and it would net me a good profit just from these clients. I am completely unwilling to just give this hard work to the company I work for.

I want to complete this project, but my working on this product while on company time would probably cause some sort of problem within the company. I have had the idea of perhaps signing some contract with them which lets them know that even though I am completing the product for their client I own all rights to the product. Perhaps offering them a small discount on licensing on the product equal to the amount they paid me for working on it on their time."

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222 comments

Shadow company (1)

Anonymous Coward | more than 13 years ago | (#386999)

I have solved this kind problems using other company for "shadowing" my work - as a employed person you probably can not compete with your employer in resources or argue on conditions your work is distributed. If available, use other already existing _trustworthy_ (or company depending on your work/assets) small company for marketing/selling your product. This enables to you full descision power over your work and no diminishing in relations between you and your employer. Also you can use your employers additonal recources (and workhours) to advance faster in your project. If well documented, you are even protected from lawsuits - your product did existed beore than yor employer did even started same kind of project (depends on your contract with your employer also). It is unethical but if you have already spent significant time and recources to your personal project, there can be no turning back - your employer WILL beat you in development timescale and marketing capabilities. Use this little advancement in time you have for now.

Re:Not GPLing is NOT WRONG! (1)

Anonymous Coward | more than 13 years ago | (#387000)

You are so dense, that I have a hard time beleiving for a minute that you can code. It was a fucking joke (you, know...the thing called sarcasm?) idiot.

--Someone who is not the jokemeister, aka TheIconoclast

Keeping slashdot idiot free since its inception

Re:Personal IS work (1)

Anonymous Coward | more than 13 years ago | (#387001)

The right thing to do is

(1) GPL it (Duh.)
(2) Allow your company to use it for free.
(3) Make 8$/hr supporting it. Maybe running photocopies of the documentation, or something.
(4) Think of the children.

Talk to them (1)

Anonymous Coward | more than 13 years ago | (#387002)

Talk to your employer. I have been in this situation several times. You could sell the work done todate to your employer, reaping one time benefits for your invested time and effort. Or colaborate, make your work available to your employer but retain the right to do develop your version of the product without infringement by your employer. Unless you work for some narrow minded, boneheaded people there should be an easy solution.

His employer may already own his project... (1)

Tracy Reed (3563) | more than 13 years ago | (#387006)

I know when I started my current job I had to sign something listing all of my intellectual property to date as being mine and saying that anything I create going forward (on company time or personal time) will be the property of the company. There was a slashdot article on this subject in recent months. If he signed something similar, his project already belongs to the company and he doesn't have a choice in the matter.

Check your contract (1)

doog (5889) | more than 13 years ago | (#387007)

Make sure you didn't sign a contract that gives your company all rights to your code when you took the job. Sometimes its in the fine print that anything related to work, whether developed on your own time or theirs, your equiptment or theirs, THEY OWN! If there is such a stipulation in your contract you may want to keep the project to yourself and quit your job ASAP!

Time to choose (1)

Cris (7932) | more than 13 years ago | (#387008)

As sad as it is, you have two options. You can choose to finish your project, or choose to stay with your company. By finishing your project and working for the client, the company will invariably sue you for either stealing ideas or working on your project on company time and therefore claim ownership over the IP. Yes, it sounds ridiculous, and yes, it happens frequently. Companies are like universities, they're very quick to usurp any ideas they can, and they WILL do so if you release yours under this premise. My suggestion would be to quit your job, unless its especially near and dear to you, and continue with your project. If nothing else, consult with a lawyer. My guess is that thousands of people on here will tell you to continue down both paths and screw that big bad corporation, but just remember: they're big bad corporations. For a few hundred bucks, you can get a lawyer's ear for a while, and that may save you a lot of headache.

Launder it. (1)

koax (8699) | more than 13 years ago | (#387009)

Finish your project, sell it through some other entity (not traceable back to you). Accept the project. Use your experience with the type of product to build a good (but different) implimentation of the same product. DONT USE YOUR OLD CODE. Your product will be first to market, and your boss will think you're doing a good job.

The best of both worlds. The trick is to disassociate yourself from your (original) product.

Evan

http://koax.org

QUIT! (1)

FigWig (10981) | more than 13 years ago | (#387012)

Have you thought of quiting your current job? My only worry would be non-compete clauses and overly intrusive IP claims.

Otherwise, why not?

Re:QUIT! (1)

Knightmare (12112) | more than 13 years ago | (#387013)

The whole non compete thing is bullshit where I live.. Tennessee is a right to work state, no employer can make you sign something that will stick that keeps you from earning money.

Interesting.... (1)

Knightmare (12112) | more than 13 years ago | (#387015)

Well... in my oppinion if you are unwilling to give the work to them the only thing you can do is tell them the truth. If you don't do the work you won't have a job. If they say we will own it if you finish it here, you won't be staying. It sounds like you have already made your mind up no matter what they say, so just break it to them. If they don't like the idea HOPEFULLY you have been saving money for a rainy day and can hold out the 50 hours it will take to finish the product, which you could easily do in a week if you quit. If not... well, time to go back to college eating practices for awhile ;) MMMM... ramen.
But seriously were it me I would ask them, if they say no, turn in notice and start working on the project yourself. If they need the client bad enough they will pay you for a licence to the software and you make out even better. Mabey make them aware of how long you spent doing it yourself and tell them it will take that long again if you do it for them and offer them a licence of the one you have created. Without being in your shoes thats the best advice I can give.

Offer a Single Use License to Your Employer (1)

Bob9113 (14996) | more than 13 years ago | (#387018)

Offer you employer a license cheap. Maybe even let them have it for free for this client. You can spin control that into enough goodwill with your employer that you'll be able to charge a good, fair price for the next client they find for your product.

Make sure you approach them by explaining how this makes their lives better. EG: "Boss, I've got a great idea for satisfying this client quickly and inexpensively!"

Make your employer a reseller. (1)

Merlin_ (22156) | more than 13 years ago | (#387022)

Incorporate (ie - board and president and legal status), not register, a company. Then, license your software to that company. Give it the rights to pursue distribution channels and/or resellers and/or sell your product directly. This way you have a legal entity between you the coder and your employer. Then have the said company negotiate a reseller deal with your current employer. Do this quickly before your employer thinks that you started coding _after_ you heard of their needs (some management types don't understand that it takes _time_ to code something :-) ). There is a distinct defference between you dealing with your employer directly, and you dealing with your employer on behalf of a legal entitly. Demonstate the benifits of having the product ready right now, instead of having them develop it internally. The biggest argument here I would guess in your favour is time to market of the product. If you can negotiate a nice sum for the software license and want to avoid a conflict of interest, the best thing would be to take a payed/unpayed vacation and finish the product on your own time.
This is not theoretical advise, it worked quite nicely for an friend. He looked like a champ, saved the company development time and expenses, was in house at the company to support it ( a big selling point from the company's clients... "We have the guy who wrote the software working in house to support it..." ). Of course it depends on the management in place, but the benifits are quite easy to see. Hope this helps.

the myst33riu5 m0der4t0r! ph33r! (1)

James Ensor (28950) | more than 13 years ago | (#387025)

Hey, perdida, I'm the one who moderated your first post down. And your second post up. If slashdot works as advertised, both of 'em will go away once I post this.

My thinking was this: I actually wanted an answer to the question in the topic, 'cause I could see myself in the same sort of situation. And your comment didn't do that. It expressed a general sentiment (that I agree with!) but was redundant to people who think the same as you, alienating to people who didn't ("labor should not be alienated"), and useless in terms of giving us any tools to actually do something about the situation. And you didn't even bother to proofread your post!

Your second post was what you should've done in the first place. Though, still, lay off the jargon (e.g. "pro creativity workspaces"). It's not gonna impress anyone who doesn't agree with you already. And don't attack your friends. :)

Re:His employer isn't trying to steal his work. (1)

James Ensor (28950) | more than 13 years ago | (#387026)

perdida's interpretation is a valid one. The problem in the Ask Slashdot is that the employee's contract give the employer legal hooks to try to appropriate something that the employee did outside of work. The issue is not one of the employee trying to use company time on their own project, but the company trying to own something that was built on the employee's personal time.

Also, I don't find it at all reasonable that if the employee FINISHES a project on company time, that the company should get _exclusive_ rights to the whole thing. This may be the way the law or the contract is interpreted, but it doesn't make it any less unreasonable.

In general, I think the contracts they make you sign these days stink to high heaven. They are designed less to represent the important interests of the company (being able to use what their employees produce, and in some cases preventing competitors from doing the same), and more intersted in grabbing as much intellectual "property" as is legally possible from the employee. It's less about profitability and productivity, and more about control.

all your codebase are belong to us! (1)

CokeJunky (51666) | more than 13 years ago | (#387029)

Either someone at work found out about your side-project, and you were set up, or else you just got smacked with some luck.

Question is... Good luck, or bad?

Either your going to make a killing, or your going to be screwed. In either case, your boss will be singing "All your codebase are belong to us!"

you shouldn't be working on something similar (1)

orev (71566) | more than 13 years ago | (#387033)

Well, not sure exactly what your company does and your personal project does, but it seems that if the two are so similar that clients from one job might want what the other company has, you shouldn't have ever started working on your personal project. You might be forced to give all your work to your company, because of any agreements you might've signed.


Another option might be to work a deal with the company you work for, and license them the code or reseller rights or whatever.

look at your companies policies (1)

nealrs (75987) | more than 13 years ago | (#387035)

does your company have any strict policies on work that you do for them-- belonging to them? cause some places have those... and its a bitch to get out of. Id check the policy first. just my 2 cents and some. -n-rs-

The Solution Is Simple (1)

OrangeCarrot (92462) | more than 13 years ago | (#387039)

Quit your job. Get to Market. If you're not willing to take the risk then sell your product to the company you work for. You could have managed this product better by getting some investors or even friends to help you out while you developed it. I think all you people whining about "don't sign that" and what not are pretty weak too. Remember always that you have to THINK before you DO anything. So why didn't you THINK of this SOONER?!

You always have a choice, you just have to be willing to take the risk! If you can't handle the risk then don't develop any products on your own.

How about forming your own company? (1)

tonywong (96839) | more than 13 years ago | (#387043)

IANAL (nor do I have any direct experience in this problem).

If you haven't already, I think you should form your own company if you haven't already. Ensure that you are not the sole owner, give your mom and dad a few percent of it, so there isn't anything that suggests that you ARE the company.

Release the product as a beta product now and suggest it to your company. If it looks good enough to them, they'll suggest you use the other company's product instead of developing in-house.

OR

Tell them you've been developing that product for another company in your off time. Watch out for those nasty clauses that suggest that they own any and all IP developed when you first signed on.

Product Distribution (1)

darkfrog (98352) | more than 13 years ago | (#387044)

It seems to me there is an obvious answer to this problem. First off the company wants you to produce software and is will to pay you the hours at work that you would spend on this. The thing is you have an almost completed project that you've been spending a lot of time on and would like to market yourself. Wouldn't your current company be a perfect place to market your new project. You simply inform your superiors that you already have a product that matches that criteria and would be willing to sell them a license to this product. You spend a good few days finishing up your project, sell a license to your company and sell the licenses to whoever else you want as well. Everyone is happy, yes/no?!

protect yourself legally (1)

criticalrealist (111008) | more than 13 years ago | (#387049)

If it is possible, get assigned to a different task at work. If you can't do that, you should either quit your job or sell the technology to your company. You'll have to make a business decision as to which alternative you would prefer. It's a tradeoff between risk and benefit. Do you want the high risk, high potential payoff strategy of going into business for yourself, or do you want the surer payoff of selling your technology?

Your company might try to sue you for stealing their idea, saying that you got the idea from them. Whatever you decide, however, you should go to a lawyer at your first opportunity (Monday). The lawyer that you choose should be able to give you both business and legal advice. You probably should sign an affidavit at this point stating that you have been developing this technology for so many months at such and such times of day. It won't make you legally bulletproof, but it will help.

Whatever the lawyer says, keep track of all the documents, electronic and paper, that you've been using to create your product. Hopefully, you've been dating them as you go along. If your employer sues you for stealing their intellectual property, these documents will prove crucial to your defense.

I'm a law student.

Best of luck.

One possible plan (1)

Naerbnic (123002) | more than 13 years ago | (#387055)

Assuming your work contract keeps you in possession of your side projects (If it doesn't, why would you be working on it?) maybe you could talk to your company, and negotiate some sort of deal, where you sell the rights to sell your product to the company, and then your company sells it (with some of the money going to you) to the client. IANAL, and I don't know if this would create a conflict of interest anywhere, but it's an idea.


Save a life. Eat more cheese

Re:Not GPLing is NOT WRONG! (1)

modecx (130548) | more than 13 years ago | (#387061)

I agree, a full open-sourced (not necessairly the engine, but that would be a bonus) flight simulator/war simulator would be really sweet. 'specially for M-M internet games, but I digress...

Re:why not do both? (1)

Mold (136317) | more than 13 years ago | (#387063)

He would need to release the latter version under a different license.

What good would it do his customers to buy his product, and he does say that he wants to sell it, if they can get it for free?

All he would really be able to sell is the support, and maybe one of a few other things. Since I am unfamiliar with his product, I don't know what the demand would be for support.

Moderation (1)

Mold (136317) | more than 13 years ago | (#387064)

I don't believe that the moderations will go away; you just lose any moderator points that you may have left.

And I agree about the jargon. It gets to be so annoying after a while.

Do not fear independence (1)

Perdo (151843) | more than 13 years ago | (#387066)

You have a marketable skill. Someone is profiting from your skill. You are going to have similar situations in the future. Learn as much about business as possible and start your own as an independent contractor. YOU should be profiting from your skill. I used to work for a place installing networks for businesses. Our company would install the cable (hard work), telephone systems and the server clusters. On a bad day I was only generating a thousand dollars in pure profit for my company. I said "hey! I should be making that money!" I learned about business and now I DO make that money. Do not fear being independent.

Solution (1)

Ace905 (163071) | more than 13 years ago | (#387070)

If this product you've been working on for 6 months is only 50 hours from completion, then I would tell the company you're 6 months ahead of developement on it; you want the rights to it, and you're willing to sell it. Tell them it's their best solution.

If you want to be sneaky, have a friend of yours register a company and tell the company you're working for that a company with the same product already exists; then split the money with your friend 90/10 and retain the rights.

In any event, if I were the owner of even a fairly large business, I would be more than happy to hear a potential solution for a client was 6 months ahead of completion; I would personally look at it as a sale you wouldn't have gotten on your own, and split the profit but not the rights with the company [myhometechie.com] .

I'm guessing the situation is more complicated than that, could you explain why?

DON'T DO THE CLIENT PROJECT (1)

RazorJ_2000 (164431) | more than 13 years ago | (#387071)


Are you insane?


Not only would I sue your ass for lack of ethics and breach of contract if you signed to do my project and this happened, but I would also sue you for conflict of interest and notwithstanding that I'm not a lawyer... I'm pretty sure I would win big against you.


Don't do your company's client-project. You're leaving your ass open to a huge reaming!!



The exact same project? (1)

begonia (177694) | more than 13 years ago | (#387075)

My, oh my. What a coincidence! The exact same project! Give me a break. It sounds like your personal project is derivative of the work, experience and intellectual capital you've gotten from your job; clearly there is overlap in what you are doing on your own and what you are doing at work. If your personal project has any value, I think your company will have a very strong claim on it for that reason.

Re:Check your contract (1)

swv3752 (187722) | more than 13 years ago | (#387078)

Some companies go so far as to say anything related to the company is thiers. This can be quite nightmarish as in the case of the mega-congolmerates.

Careful! (1)

beezly (197427) | more than 13 years ago | (#387081)

I think that you're going to have to be careful that the company you work for don't think that you have stolen their idea. I guess that could end up in a very nasty situation. On the other hand... with all that experience, you should be able to produce something very good... pay rise... promotion... :)

How? (1)

BurpingWeezer (199436) | more than 13 years ago | (#387082)

How do you get around the IP clause in your contract with the company? Most companies I know of have clauses that state that ANY code you write during your employment with them that might even remotely be in their market area belongs to them. From the looks of it this applies. Are you sure your various contracts with them company allow this?

It's obvious (1)

the_illuminatus (205461) | more than 13 years ago | (#387086)

You stall the client. Call in sick for the next week, then call them up and tell them that you have already made exactly the product they need. Offer to make them a reseller if that's the situation. Get on it!

Apply for a patent now. (1)

AFCArchvile (221494) | more than 13 years ago | (#387088)

After all, you see plenty of stuff with "Patent Pending" imprinted on it. Basically, that means, "Back off, you greedy copycats! I applied for it first, and damnit, I'm getting that patent!"

Re:Do what I did...outsource yourself (1)

greenfield (226319) | more than 13 years ago | (#387091)

At the very least, JoeShmoe's approach seems unethical. I think it could even be considered fraud.

Basically, JoeShmoe was under contract to do a job for a company. In my opinion, while a company does not have a right to an employee's thoughts and ideas, they do have a right to get honest answers and ethical behavior. They also have a right to know when they are paying an employee twice for the same work. When asked a straightforward question, JoeShmoe chose to delude the company into thinking that they were getting a third party involved, when in reality they were double paying JoeShmoe.

I'm curious if JoeShmoe thought his behaviour was ethical. If he does, why did he bother using a pseudonym to perform business?

Personally, I would hate to be working with JoeShmoe on a professional basis. His actions seem duplicitous.

Re:Don't listen to anybody (1)

q000921 (235076) | more than 13 years ago | (#387094)

Not to offend anybody, but most Slashdot readers are teenage code monkeys who don't know a damn thing about contract law.

No offense taken, since we know that you must be talking about yourself.

Re:Get a lawyer. (1)

NineNine (235196) | more than 13 years ago | (#387095)

This is an excellent idea. More than likely, depending on your work contract, your company has the right to sue you to be reimbursed for the work you did for them while you were working on both projects, AND the may even have the rights to take ownership of your side project. At the very least, you will probably be fired as soon as they find out about it. Get that lawyer!

It all depends... (1)

Xenopax (238094) | more than 13 years ago | (#387097)

on your employee agreement that you signed. Just find the agreement that you signed with them and see what it says. If you never signed one, then the product belongs to you. Otherwise you may be in a situation where they own it due to the fact that you did do it on company time.

Re:Don't listen to anybody (1)

iomud (241310) | more than 13 years ago | (#387100)

Most of these people seem to be under the impression that you should give away all of your code, and I'm pretty sure you don't want to do that. So, go out, hire an attorney, prepare yourself as best you can, and then go talk to your employer.

Wait a tic, isn't that code monkey advice you're giving him?! Had he not wanted input he wouldn't have asked now go sit in a corner and realize how stupid your post is.

Re:Not GPLing is NOT WRONG! (1)

3.1415926535 (243140) | more than 13 years ago | (#387101)

While I agree with your point, I don't agree with your example. There are very few games, in my opinion, that wouldn't benefit from releasing their source. In fact, games are prime examples of things that SHOULD be open-sourced. Just look at all the different versions of Doom, D1x, etc. As long as the company doesn't release their LEVELS as well, they're fine. (On the other hand, graphics engines probably shouldn't be open-sourced or the developer wouldn't be able to sell any).

I have the exact same issue (1)

rebelcool (247749) | more than 13 years ago | (#387103)

The company I worked for wanted something I did in my spare time, however we made some nice deals about it.

It remains mine. I still own the copyright of it. It is absolutely essential that you get this in writing.

They paid handsomely, too. It was a win-win situation for all involved.

Done and Done (1)

DerKlempner (249063) | more than 13 years ago | (#387104)

Tell them that you have a finished beta product that needs testing and tweaking for final release. Explain to them that it is your product, and you would be happy to let them license for the use of said product at half the cost you will be licensing it to other companies - in exchange for allowing you the company time to complete the job. Make sure your employers understand that this material is your IP, and any use of it by them, their clients, or any of your other clients, will be under contractual obligations only. They get a hefty discount, and you get a lot of free publicity for your product.

Re:It all depends... (1)

OpCode42 (253084) | more than 13 years ago | (#387107)

A common term (well, I've seen it a few times anyway) in contracts is that *any* code you produce while in your position with the company is the property of the company.

But, yep, you do need to check your contract.

-----

sell it (1)

theDEFT (254259) | more than 13 years ago | (#387108)

why don't you sell it to both?
you keep saying that the product isn't your companies, but you don't sound like it's your product either! make it yours, sell it. if you aren't confident about it, you'll need to get over that.

Re:It all depends... (1)

codingOgre (259310) | more than 13 years ago | (#387109)

> Otherwise you may be in a situation where they own it due to the fact that you did do it on company time.

??? Yhcrana said he did this work in his *spare* time. (read: not while at work)

Sell it to them (1)

Synpax (261623) | more than 13 years ago | (#387110)

Just sell it to them. Presumably, your company will still need you to work for them even if they don't like you selling your own product.

Proof of Ownership (1)

derf77 (265283) | more than 13 years ago | (#387112)

IANAL. I suggest you print up all of your source code you have and mail it to yourself. Do not open the letter (with postmark), place the letter in a safe deposit box and get a lawyer.

Simple (1)

Skuld-Chan (302449) | more than 13 years ago | (#387113)

Tell your company you're finished with their clients project - and release your code under a different name - then release your own project with slightly enhanced features under another name.

Kill one bird with two stones.

Save your money and your soul (1)

Rogerborg (306625) | more than 13 years ago | (#387114)

As an aside, do not give any money to a lawyer unless you get a personal recommendation from a trusted friend. Most lawyers are lazy, deceitful lying assholes who will drip feed you what you could find out easily enough for yourself by studying some case law.

Re:Almost sounds (1)

HelpfulPete (308947) | more than 13 years ago | (#387116)

Forget checking your contract; unless your company is run by the nicest, most trusting and honest mgmnt ever, they are going to think/claim that you're marketing stuff you made for them, which would (without superceeding agreement) probably make it 'work for hire', which you own *no* legal rights to. You need to document the fact that the thing's your own creation....carefully save every email, posting, etc. that might back this up. I used to be a photographer and got screwed in a very similar situation. Good luck!

What a pickle (1)

fredbsd (311595) | more than 13 years ago | (#387117)

Okay, I am not a lawyer but I have recently brushed up on employment law (forced to, not something I really wanted to do!).

If you worked on any part of your project on company time, your firm has a legal claim to ownership. You owe a certain 'responsibility' to your employer not to do anything competitive while on the job. I know it sucks, but it's the law.

Best bet is to contact a lawyer immediately and describe the situation. Maybe your firm will understand and let you sell the technology to them. I definitely would NOT proceed without legal counsel!!.

Good luck!

-fred

Re:How about forming your own company? (1)

fredbsd (311595) | more than 13 years ago | (#387118)

VERY BAD IDEA. If he/she forms his/her own company WHILE still employed with his/her employer, he/she will certainly be sued for competing against his employer. They have very clear laws for this, regardless what contracts he/she has signed.

-fred

Re:It is a very difficult decision, I know. (1)

alcmena (312085) | more than 13 years ago | (#387120)

1)Resign, and save the integrity of your own project.

2)Refuse to do the work project. This could result in similar consequences though.

3)Hand over the liscences for your own project, and keep your job and security.


4) Try to turn your employer into a client.

By this I mean tell them about this project you developed on your own time. Then tell them that you are willing to license it to them at a discounted rate. If that fails, you can always fall back on options 1-3.

Jump (1)

number one duck (319827) | more than 13 years ago | (#387129)

If the project you have is near completion, and the need of your employer's customer is real, they would likely be willing to license the project from you... as that would allow them to enjoy the same jump on the market that you are looking for. Speaking as an individual, the hardest part about putting out something new isn't in coming up with the idea, or even implementing it.. its finding people that are willing to back you up with capital and make it real.

Provided that you don't have any clause in your contract that makes your spare time revert to your employers, I'd find myself a lawyer, and then inform your company that there is a solution available. Cutting the development cycle that much (just think of the salary savings alone) almost certainly would make this a desirable alternative to reimplementing your work. They might not make as much money in the end, but removing the initial outlay of cash from the project, any risk assessment would go *way* down.

This has practically fallen in your lap. Don't waste it.

Get an attorney (1)

KingAzzy (320268) | more than 13 years ago | (#387130)

I strongly recommend consulting with an intellectual property attorney as soon as you can. This could be a sticky situation for you if you don't cover your legal bases with this.

By your client, I assume you mean your employer's client?

negotiate a deal with your employer (1)

Benjiman McFree (321140) | more than 13 years ago | (#387132)

Tell them that you've already developed such a program(years ago) in your spare time and ask them to pay you for it's use. License it out to them., if they refuse to pay your price, just quit.

Laugh its Saturday (1)

shunryu (321987) | more than 13 years ago | (#387133)

Mrs. Malda -- sung to Outkast's Mrs. Jackson

I'm sorry Mrs. Malda
I am for real

never meant to make Rob Malda cry
posted on Slashdot a trillion times

I'm sorry Mrs. Malda
I am for real

never meant to make Rob Malda cry
posted on Slashdot a trillion times

Some poster's trauma drama, ain't like me
I'm doing things like trolling around on slashdot
so all you critics can just bite me

We need to get a story on Microsoft and take a bite out
cause on slashdot org I turn into a troll and post till the light's out
and now I got another server there goes my Redhat
Cryptography, kernels, microsoft, man I'll flame that

I love you Rob and everything, see I ain't the one to play clown
I read slashdot all day from work while my servers stay down
so just hear my side of the story don't try to fight it
moderate me up yo and don't you dare try to fight it
despite it, show slashdotters respect when I fall through
all you - do is troll me down when I post through

Me and Rob Malda Got a special thang goin on
You say it's trollin I say it's full grown
Hope that I feel this -- Feel this way forever
You can moderate me -- but you can't post anything better

Mrs. Malda

Ten times out of nine, most of my postings are fine
post a quickie on Microsoft you know I won't decline
King meets queen, post a trollific thing, together dream
about the story with that NASA thing
my postings zing, I hope I post on slashdot forever
Forever, forever, ever, forever, ever?

Forever never seems that long until you're grown
And notice that all my posts are all misread wrong
Mrs. Malda my intentions were good I wish I could
become a magician to abacadabra off the sadder
thoughts of me, thoughts of we, thoughts of he
askin what happened to all the postings Rob and me had
I pray so much about it need some knee pads
it happened for a reason one can't be mad

so know just know that everything is cool
I'm posting on a story while I read this from school with constipation

I'm sorry Mrs. Malda
I am for real

never meant to make Rob Malda cry
posted on Slashdot a trillion times

I'm sorry Mrs. Malda
I am for real

never meant to make Rob Malda cry
posted on Slashdot a trillion times

Uh, uh, yeah

"Look at the way they treat me," shit, look at the way you cheat me
see your lil nosey ass moderator got they ass up in the creek G
without a paddle, you left the straddle and ride this thing on out
and moderators won't speak cuz my posting's raising doubts
know what I'm talkin about, jealousy, and fidelity, envy
cheating to beating, envy and to the G they don't mean a damn thing

so who can we place the blame on moderators flamebait the posts wrong
let bygones be bygones we can go on pretend that nothing went on
Me and my trolldotting mama
I'm sorry Mrs. Malda
I am for real

never meant to make Rob Malda cry
posted on Slashdot a trillion times

I'm sorry Mrs. Malda
I am for real

never meant to make Rob Malda cry
posted on Slashdot a trillion times

[?] [antioffline.com]

Get your employer to sign something like this (2)

Anonymous Coward | more than 13 years ago | (#387141)

I realize this is too late for your current situation, but:

I do only contract work. At the start of every contract, there is a set of papers to sign, usually including an agreement that anything I write while employed by the company is owned by them. I almost always modify this, and employers have always agreed so far.

When signing employment agreements, always review them carefully and never be afraid to modify parts that make you uncomfortable. Don't sign things you don't agree with (anywhere in your life, not just employment). Contracts are supposed to protect both sides, not just one. Very often, employers have no problem with reasonable changes, but you have to ask. Of course, you should try to come across as reasonable and friendly, not argumentative or problematic.

The change I normally make is to protect a) software or routines I've already written, that I may use or extend in the current project, and b) general-purpose routines I may write while on the job, even if they're brand new (I frame those as "extending my existing libraries"). To make the employer comfortable, I grant them a permanent license to use, modify, or distribute what I write (there may be exceptions depending on the situation), but I retain ownership. If they think they're giving something away for free, I make it clear that they're benefitting from the work I've done at past employers, and that the tradeoff to them is more than worth it-- they get immediate benefit from my past work, while their own potential loss is questionable at best. It's reasonable to argue that the best arrangement for all parties (you and multiple clients) is for you to retain ownership of it all while granting liberal licenses to each client.

Note that IANAL, and none of my agreements have been tested in court, and I hope they never are.

Aw, heck... here's the actual addendum text I added to my most recent contract:

Addendum regarding section 6.B (Intellectual Property): Section 6.B is subject to the following exceptions and conditions:

Agency_Foo and Client understand that Employee brings to this job various software tools, libraries, and the like ("Tools"), which have been previously developed by Employee, either while working for previous clients, or on Employee's own. During and after this Agreement, Employee will retain all ownership, right, title, and/or interest in these Tools. Client will retain a permanent license to use, distribute, and modify these Tools as needed, including but not limited to the use of Tools in everything Employee worked on during this Agreement, and for all related development subsequent to this Agreement. It is understood that Employee may extend or modify Tools during this Agreement, and this addendum holds true for those extensions and modifications, i.e. that Employee retains rights over them but Client retains a permanent license for them.

The intent of this addendum is to ensure that both Employee and Client can use these Tools during or after this Agreement, without restriction.

I used words and phrases defined elsewhere in the agreement, so modify the language to fit the existing contract in your situation (a smooth fit with existing language makes it sound less agressive too). You might change it to grant more or less to your client. I never had this reviewed by a lawyer, but it might be worth it at some point.

Three words (2)

EngrBohn (5364) | more than 13 years ago | (#387144)

See
a
lawyer

At a minimum, I expect the only way to avoid a conflict of interest is to recuse yourself from this project for your company. Even still, this may not be enough, since what you're working on at home is, by your description, something your employer would want to market.
cb

Re:Read your employment agreement CAREFULLY (2)

magic (19621) | more than 13 years ago | (#387148)

If you worked on your side project while working for the company, there is a good chance that it is owned by them. Almost all employment contracts say this. I think you're out of luck, here.

-m

My advice (2)

mindstrm (20013) | more than 13 years ago | (#387149)

Barring any contracts you haven't mentioned.....

Your first concern should be the obvious potention conflict of interest. This isn't a bad word, it just means there is a conflict.

You have been working on something on your own time, you own it. You have a vested interest in it.

Your company has an interest in doing something as well.

If you already have such a product on the go, then somehow or other you MUST bring this to their attention. Point out that you cannot work on it because it would result in a conflict of interest (on both sides). Better yet, talk to a lawyer first, so you don't get screwed. Anything is possible. Perhaps they agree to pay you to finish the product (ie: at your dayjob), in return for your licensing it to them. Under that license, perhaps they pay you royalties on product sold. Ideally, you would be free to continue to develop and market said product independently of them.

TALK TO A LAWYER, if this has any value to you, because even if you do nothing.. you are in a conflict of interest.

Re:Handling a Conflict of Interest (2)

SnowDog_2112 (23900) | more than 13 years ago | (#387150)

I agree -- a lawyer is going to be necessary here. First off, you probably signed an employee agreement when you started at this job. Many of these give the company rights to work you do, even in your spare time, if it can be shown to somehow relate to what you've done at work (this could be as broadly interpreted as 'a software project,' if you're not careful).

Armed with a copy of your agreement, seek the advice of a professional. Yes, he's going to cost you money, but in the end you're probably going to make out better.

Failing that, tell them a little lie. Tell them you have something you did a couple years back which is very similar to what the customer wants. You're willing to submit it for their inspection, and let them buy it off you and re-sell it to their clients, at a good price, as long as it's clear this is your software not theirs. As they mull this over, work all night every night to wrap the thing up. :-)

Get a lawyer. (2)

victim (30647) | more than 13 years ago | (#387152)

Asking Slashdot will get you a sense of what an isolated community feels is right. It will not tell you what is legal.
  • Get a lawyer that is well versed in this area.
  • Tell him everything. Show him all your employment agreements.
  • Tell him your `litigation threshold'. Do you mind spending weeks preparing for litigation even if you will most likely win?
  • Decide how attached you are to your current job.
  • Decide how much revenue your product will provide and at what effort.

Then you are prepared for the hard choices. Until you accurately know your liabilities and possibilites you are going to be engaging in unproductive wishful/fearful speculation. Your lawyer (if good) will have many ideas of ways to proceed.

The lawyer will cost you $400 to $1000 for a good one. (You may not be able to get a good one for a small thing like this unless you have connections.) It will be some of the best money you've ever spent.

Re:Read your employment agreement CAREFULLY (2)

jesser (77961) | more than 13 years ago | (#387163)

It sounds like he's also getting *clients* from his current employer. That makes me reluctant to side with him on this issue.

Licenses?!?!? This is Slashdot!! (2)

Spankophile (78098) | more than 13 years ago | (#387164)

You should be ashamed of yourself for trying to make money off this "side project"!

You should put all the source that you've developed thus far on a web site, and GPL it.

Then your employer can't expect you to work on it for them, because you'd be using your knowledge of the source to complete it, which if closed by your company would violate the GPL right?

Then we can all dance around and be merry because we've seen how beneficial it is to open source everything. Well, except for the fact that if I was your employer I'd fire you.

Re:Read your employment agreement CAREFULLY (2)

jmp100 (91421) | more than 13 years ago | (#387167)

Good idea. I would just add this one angle:

You tell your boss you already have something similar that you developed on your own time "a while ago", at home. Tell them that rather than paying you to develop this for their client (C), you can just allow them to resell what you already have done, and they can have you start on a new project.

The point is that they are already paying you some sort of salary, but rather than waste time re-inventing something you have already done, you can work on another project, client C gets their product very quickly, and everyone is happy.

Release it before it is too late (2)

Wolfier (94144) | more than 13 years ago | (#387168)

I hope they wouldn't think you can complete the whole thing within 30 hours.

Make a demo out of it using the incomplete feature set. ASAP. Since it is impossible to just start from scratch and make it after you're told the client wants something like it.

If you wait for 30 days, or take a vacation, or whatever, they can say "oh you've started making this when you hear our client needs it!!" The idea and thus the whole thing IS BELONG TO US!! Then there'll be no hope you say anything at all ;)

So, prove to them you have developed this at your spare time, long before you know the client needs it. The only mean I can think of is releasing it ASAP.

Not GPLing is NOT WRONG! (2)

Slicker (102588) | more than 13 years ago | (#387170)

I love to write GPL'd code but don't tell
anything they "should be ashamed" for writing
commercial software. In the spirit of free
software, people should have the FREE CHOICE
of how to license and distribute their
software. It's generally good to Open Source
but it doesn't even always make sense.

Games for example--It's ok...but what benefit
does a company get by open sourcing a game?
Their labor is worth something and it can't
be made up on consulting services or support
for games. There are other examples and eve
exceptions for certain kinds of games but it
one good example. Freedom is the key--not
forced exploitation of labor!!

--Matthew

grabulasa, of course. (2)

The_Messenger (110966) | more than 13 years ago | (#387171)

Quit your job.
Change your name.
Drastic moves,
but who's to blame?
Satan, boy.
Satan, Satan, Satan.
Hell yeah!

--

Re:Read your employment agreement CAREFULLY (2)

MousePotato (124958) | more than 13 years ago | (#387174)

I say: DO NOT TOUCH THIS CLIENT PROJECT. DO NOT. The potential legal entanglement is frightening. Exactly. My advice to him is to get a good lawyer NOW and don't skimp on the selection of said legal vulture based on $.

Re:Complicated... Things to think about. (2)

theancient1 (134434) | more than 13 years ago | (#387175)

If you've been working on it in your spare time for 6 months and the employer says the project belongs to them, I'd say they owe you a few hundred hours of overtime pay. :-)

Re:why not do both? (2)

connorbd (151811) | more than 13 years ago | (#387179)

This is what I'd do in an ideal world, but it might have to be cleared with the customer first... IANAL...

/Brian

Just work out a deal! (2)

_Nemmeran_ (157098) | more than 13 years ago | (#387181)

Talk to the client directly(On your own time, and NOT over company e-mail.) Tell them that said project is already near completion, and that you can do it for less than what your company can. Dont let your company screw you. This is YOUR work, and YOUR project. You deserve YOUR cash.

I am TIRED of seeing people who develop things on their own time get screwed because their company feels that they own you every goddamn hour of the day. Sure, they can tell you what to do when you are on their clock, but when you are not, it is your time! Employment is a contract saying "I'll do said work for said pay". Its not signing your mortal soul and every waking hour to them!

-Nemmeran

Isn't it obvious?... (2)

mblase (200735) | more than 13 years ago | (#387185)

...sell the project you've been working on in your spare time to your own company. Let your company sell it to the client. The client gets what they want in an unexpectedly short time frame, you get paid, your company gets paid, and hopefully, you get some extra recognition for helping your company in your spare time.

Sounds like a clear Conflict Of Interest case (2)

ColdGrits (204506) | more than 13 years ago | (#387186)

It is not unreasonable for your employer to argue that you could have reasonably known about the possible requirement for such a product (anyone who has THAT LITTLE of an idea of what products they may have to develop for their employer really ought to clue themselves in a little more about their job!).

*Ping*

Conflict of interest.

Ideally, you should discuss the situation with your employer. They may understand and move you to a different project, or even be prepared to come to some licensing arrangement.
Or they may not be so reasonable, in which case you may want to look for another job.

Of course, if you signed one of those "everything you develop that is related to our line of business" clauses, then youare stuffed anyway (and should have thought about that before you started).

--

I experience the same problem with school. (2)

Gendou (234091) | more than 13 years ago | (#387187)

During my average week at college, the majority of my time is spent working on my own projects. Maybe you can gain some insight from my own ideas on the matter.

When dealing with my own tasks, I know they'll be more valuable to me in the short and long terms than, say, the busy-work my professors give me. I learn better on my own and I feel that I can accomplish more on an independent basis than what others want me to do. So, I will often neglect studying to do my own thing - only to end up learning class material in the process since well, what I'm doing exceeds the status-quo of my average class mate.

You should look at it in terms of working harder on your personal endeavors and delaying your clients (assuming that's possible). If you do it for yourself first, you'll gain more out of it (rights included I suppose). *shrug* Just a few thoughts.

read your contract (2)

q000921 (235076) | more than 13 years ago | (#387188)

Your contract with your company governs who owns what and who can do what. Maybe you are completely in the clear, maybe not. Your company may well be able to claim rights to the software you developed even if you did it "in your spare time".

This is something you should have looked into when you started, not after you invested six months of work. If your contract doesn't clearly allow you to do this sort of thing, get a signed agreement up-front.

Now, from a practical point of view, you may be able to negotiate. After all, you have the code and they want it. Maybe they can "buy" or "license" the code from you. But if they are firmly convinced that they have rights to the code anyway, they may just use negotiations to get whatever they feel is theirs out of you and stop before committing to anything.

Another possible course to follow is to quit your job and market your product. The company may still try to claim rights to your software, but it seems less likely that they would do so. There is programming work you can do even while working on your own projects; contracting is often structured that way.

So, there isn't any easy answer. It all depends on your contract, your personal relationships and trust with people at the company, the potential value of the product, etc. The best lesson to take from this is: think about it beforehand.

Employee vs. Contractor and Intellectual Property (2)

dpm67 (258482) | more than 13 years ago | (#387191)

There are a couple issues bought up here that can cause someone in this situation a whole bucket load of grief. What wasn't made clear above was if the original poster is an EMPLOYEE or a CONTRACTOR with the company he/she is doing work for. If you are a CONTRACTOR, then you really don't have too much to be concerned about with the company you are doing the work for, AS LONG AS you have not ever done anything related to your home project while on their premesis on on their equipment (read as: using ANY of their resources in relation to your home project). If you are an EMPLOYEE, you are opening up a very big can of worms! If you are serious about publishing the software you wrote, you should seriously consider leaving your position with this company, even if they and you want to work out a licensing or publishing agreement. Of course, this would only really work well if you believe such an arrangement would be financially sustaining for you. In either case, you should certainly consult with a attorney that is experieced in INTELLECTUAL LAW. Do not waste your time just going to any attorney that only has business law experience. In my past experiences, any attorney that does not specialize 100% of their time in intellectual law is not capable of providing you with sound advice. There are a ton of issues to be concerned with here, and these can vary from state to state. They should be able to provide you with standardized intellectual property contracts and such and will be able to help protect your rights and liabilities in working out a deal with your current employer/client. Yes, it might be a little more expensive than you would want, and you might have to travel a bit to find such an attorney, but I can tell you that I have learned this the hard way and it is certainly worthwhile to go through the time and expense in what it saves you long term.

Take some vacation and finish the project... (2)

codingOgre (259310) | more than 13 years ago | (#387192)

50 hours to completion? Take a weeks worth (5 days) of vacation and bang it out. Then sell your product to your company.

Re:Read your employment agreement CAREFULLY (3)

BeanThere (28381) | more than 13 years ago | (#387197)

It sounds like he may have known in advance that his company was going to want to do this work. If he did, then he may also have a problem, even if the work was done on his own time. If he had known that the client was going to want it, then he may have done it just to get in ahead of his own company on getting the money from the client. In this case he would have effectively been trying to "compete" against the company he works for, which would put him in the wrong, even if the work was done on his own time and own equipment. If done on work time, it definitely belongs to his employer. If done on work equipment, maybe. If your employer asks you to do a task, and you go and do that task *on your own time and equipment*, then your employer usually still has rights to that work under the law, tough luck for you, but this is because this is usually a case of the employee trying to screw the employer. The terms of his contract could make a difference though.


Company policy on work-time projects: (3)

brianvan (42539) | more than 13 years ago | (#387198)

All your project are belong to us.

Communication is the key here. Stupidity might get in the way though. Not to sound like an echo here, but you:

* Cannot accept the project as-is, in any case.
* Must tell your boss about your side project and that you won't work on their project due to a conflict of interest (you don't want to compete with yourself) - but that once you complete the side project, it's a possible licensing solution to look into.
* Reassure your boss that you didn't touch this project on work-time, and that you're not willing to at this point because of the IP issues.
* Pray that your boss doesn't fire you, reprimand you, come up with a cheesy solution that screws you over, order you to quit working on or hand over your side project, sue you, etc. Not that there would be any grounds or fairness in these actions, but managers are... managers.
* Cannot tell your boss that you can't do it and then do it for the client company behind your employer's back. Highly unethical.

It all depends on how your boss reacts, really. You HAVE to say something. You're entitled to, you could benefit greatly from this situation, and it's just plain unfair if you have to silently hand over the rights of your personal work to any company because of a situation like this. Don't try to sneak anything past anyone, it's too risky and you stand to lose a lot if your employer finds out.

Also, take some time to make your side project really spiffy. The upswing of that would be that you can perhaps impress all your clients, your employer's client, and your employer as well... so that not only does everyone benefit, but you may be in line for a promotion as well. So don't make any spelling or grammar errors! ("You have no chance to survive make your time" for example)

Re:Read your employment agreement CAREFULLY (3)

rkent (73434) | more than 13 years ago | (#387200)

I very heartily second this advice, and add the following based on my understanding of the question:

First of all, never ever ever work on this personal thing when you're on your employer's clock or equipment. It will most likely be legally theirs if you do.

Second, you make it sound as if you have 2 or more clients of your own lined up to take advantage of this thing. Call them A and B. Now, your employer is getting Client C, who could also benefit from what you're doing.

My advice would be to excersize some vacation time so you hear nothing about client C. Focus your energy on clients A and B, if you really are a week or so from completion. After some discussion with them, you may find it prudent to leave your employer and just forget client C.

Or, you might be able to work out a licencing agreement with your current employer, where C pretty much gets your solution with your employer's "brand," and you get a fatty check for this agreement. Of course, your original employment contract might not allow for this, and you might have to either leave your current employer or never speak to C. Speak to a lawyer, for sure.

Do what I did...outsource yourself (3)

JoeShmoe (90109) | more than 13 years ago | (#387203)

Quickly go get yourself a business license and then tell your company that there is already a product on the market that does what they want it to and suggest they use that rather than re-invent the wheel in house.

At this one company that had kiosk machines in every store, they were having a very difficult time getting machines updates since only techs had the know-how to apply patches from a floppy. I developed a way to use a Ghost image to update the system from a bootable CDs. I planned to offer it to them after my contract expired.

While working for them, they asked me if there was any way to make the update process simplier. Using an old business license, I told them there was a company Brand X that offers just that sort of product. I had a friend of mine contact them on behalf of Brand X and pitch it to them. They agreed to buy a enterprise-wide license for $10/system. At that point I used the business license to cash the check for Brand X and came in the next week and started deploying the CD based system.

It was a Dr. Jekyl/Mr. Hyde kind of development thing, but I thought it was the best way to handle in since the only thing I did at work was see how inefficient companies are.

- JoeShmoe

Handling a Conflict of Interest (3)

herwin (169154) | more than 13 years ago | (#387204)

See a lawyer. Then negotiate, with the help of the lawyer. The goals are (1) to maximize the total benefit to all parties, and (2) get a reasonable share of that benefit. Don't be a pig, but also don't let yourself be run over.

Personal IS work (3)

perdida (251676) | more than 13 years ago | (#387207)

labor should not be alienated, you all know the best projects for anyone come when you are motivated to do them whetehr paid or unpaid.

Advice from Slashdotters? (4)

Captain_Carnage (4901) | more than 13 years ago | (#387208)

It never fails to amaze me that people ask such complicated questions which have obvious legal ramifications, and potentially serious ones at that, of the people who hang out here.

Half the people who hang out here are either teenagers with no professional experience (though some may have), or complete twits, or both.

The other half of the people who tend to hang out here are geeks, with little or no legal expertise. This does not preclude the possibility that you will get insightful advice from someone who has been in your situation, or someone who IS a lawyer. But, do you really want to depend on the answers you get here? Your job, your career, or even your life may depend on you getting good, sound advice.

Even if the advice you get from people here is based on real-world events that actually happened to them, you must remember that a) the laws may be different where you live; b) the terms of your employment may be different than theirs; c) if you end up in court, the judge you get may not see the case the same way.

The way I see it, if you care about this project that you've been working on, you only have 3 choices:

1) See a lawyer ASAP
2) Explain your situation to your manager, and see a lawyer ASAP
3) quit your job, and see a lawyer ASAP

For your own sake people, Don't "Ask Slashdot" for legal advice! Get a clue from someone who has a clue. Go get professional legal council, and do it NOW, before you screw yourself over.

That said, this kind of issue is complex, and bleeds between the legal and the technical. You may want to contact an organization such as the EFF (www.eff.org) who has experience with this sort of legal trouble, so that you can (hopefully) receive help from lawyers who DO understand the issues that you face. Or, at least, make sure the lawyer you speak with has experience with computer-related law, or can recommend someone who does.

I had this exact problem (4)

prisoner (133137) | more than 13 years ago | (#387209)

Here's what I did: I went to my employer and negotiated a deal with them. In the deal that I negotiated, they bought a license to the tool and we split the revenue from the tool that I built 80-20 when we licensed it to the third party. The revenue split and license deal worked out well but there are, however, two things that I learned: the first is that in my case, the tool addressed about 90% of the clients needs, therefore to tool had to be modified. This led to somewhat of a debate about who should modify it and when - and what the resulting ownership of those mods was going to be. The second was ongoing upgrades etc. Even though my employer was really cool about the whole thing, I always felt that they were doubly on the lookout about what I was doing - I presume to make sure I wasn't working on that tool (or others) on their time. Both are fair but sticky issues. The way that I opened the door to negotiations was to approach the most easy-going (cooles) of my supervisors on a non-official basis (lunch or something) and feel him out about it.....ymmv however if your company is a bunch of tight-asses.

Not off topic, dammit: (4)

perdida (251676) | more than 13 years ago | (#387210)

Why don't you read the post, just cause it is a first post does not mean it is off topic.

I believe that people should try to get into a work life where all their work is motivating for them, and where they and their employer have a common interest, if they have an employer. Thedre shoudl not be this kind of situation where a boss is going to lift the creative work of an employee just because it happens to fit into the boss's firm's business plan.

Pro creativity workspaces enable people to produce value for both the firm and for themselves. There is no need to create a false dichotomy here.

Fuck you, moderator who jumps to conclusions.

It is a very difficult decision, I know. (4)

Lover's Arrival, The (267435) | more than 13 years ago | (#387211)

It seems to me that you can't possibly complete your project on work time, because then the company will demand IP rights over your work. Likewise, you can't complete the company project on their time, because all your decisions and design will be influenced by the fact that you have already done it - this could also call your own projects liscensing into question.

What did Stallman do in this situation? Well, I was reading about it a few months ago, and what he did was resign. Of course you can't do this, but it seems to me that you have a straightforward choice.

1)Resign, and save the integrity of your own project.

2)Refuse to do the work project. This could result in similar consequences though.

3)Hand over the liscences for your own project, and keep your job and security.

There is no easy option in a situation like this. I work as a graphic artsist, and sometimes I have faced similar issues. One job I left because they told me that my home done Pop Art could be liscence infingements, as I was influenced by the companies advertising campaign, which I helped design. Stuff like this is really hard, and I hope you find an easy way out! I couldn't, but I don't think my situation was anything like as bad as yours :)

I am a lawyer... (5)

Anonymous Coward | more than 13 years ago | (#387212)

...and if I can summarize the posts this far, they generally split into:

(a) "I ain't no lawyer, but here's my utterly uninformed legal opinion. Also, my tips for how to take out your own appendix using perl and dental floss..." and

(b)"Get your ass to a lawyer".

In my view, this article is simply trying to elicit specific legal advice, as several other posts have done lately, and hence should never have been posted.

Please notice the lack of advice posted from actual lawyers. It's not because we don't read and post on /., but because (emphasis mine)

the law requires you to feed facts into law
before you can get useful advice out the other
end. In engineering terms, signal only over-
comes noise when you have a proper set of
readings and an experienced understanding of
the situation.

Without knowing the jurisdiction, the statutes of that jurisdiction, the case law, the written and oral agreements and the substantive facts of the case, much less which Justice that you're likely to appear before, the best you can give is what engineers in other contexts call a WAG (wild ass guess).

As real lawyers are aware of this, due to the ongoing efforts of their insurers, most lawyers on /. either fail to post *as lawyers* or post in very broad generalities. Remember, we get our asses sued if we give faulty advice, and our insurers can raise our premiums beyond what we can afford. Discretion quickly becomes the better part of being able to continue to practice. I own my own firm, and I can tell you I am more worried now about fscking up on advice than when I was a simple associate.

About a year ago, I began posting that unless you are knowledgeable about a subject to either acknowedge that or cease to post. And the noise level continues to rise...

Almost sounds (5)

mindstrm (20013) | more than 13 years ago | (#387213)

like a troll. In fact, I think it is. But I'll bite.

He isn't working on it on his employer's time. He doesn't WANT to work on it in his employer's time. He's just in a conflict of interest because his employer wants him to work on exactly the same thing now.

I won't respond to the 'open source = theft' argument. Give it a rest.

As for how to prevent employees from doing this.. it's called MANAGEMENT.

Management should know the amount of work it expects out of it's employees... you're PAYING them for soemthing. It's up to management to maximize it's use of employees, which includes keeping them happy. You keep them focused on the task at hand by having reasonable goals and deadlines, a healthy work environement, and making sure people who don't hold their weight get cut out.

If you end up with one hidden genius who you find out has been delivering everything on time, yet has still worked on something else while at work... DON'T GET MAD. He delivered what he was asked to deliver. If you feel he should be producing more.. PAY HIM MORE, he's WORTH IT.

If the whole group goofs off all day, on the other hand, you aren't managing very well.

I'd think this is obvious to any real manager.

Step very carefully (5)

Salamander (33735) | more than 13 years ago | (#387214)

A lot depends on exactly what your employment agreement says. Depending on how it's worded, your employer might have - or, just as importantly, think they have, a claim on this work you present as your own. Obviously if any part - repeat: any part - of your project was done on their time or equipment, you're practically guaranteed to be SOL. If you have a copy on your machine at work, even if you never worked on it there, that's almost as bad. Even if none of these apply, they could go after you on intellectual-property grounds, non-compete, non-solicitation, or any other basis. Find out what they're likely to think and/or do. Talk to a lawyer, show them your employment agreement (don't just describe it), etc.

Another thorny issue, even if your employer doesn't have a claim on the work, is that they do have a claim on your time. If you refuse a job-related assignment, even if it's due to conflict of interest, they can simply fire you.

I think the idea of trying to set up a business and get them to buy your product as they would from any other vendor (never mind that it doesn't exist yet) is a sure loser. If they know the vendor is you it won't be treated any differently than if you'd negotiated directly, and if they don't know but find out later they could call it fraud. You need to show good faith. Negotiate with your employer openly and honestly. Only consider other options if they insist on being assholes about it. Bear in mind that most other options would involve you going into court bearing the burden of proof that you were not in violation of your employment agreement, did not steal any of their intellectual property, did not derive the idea from contacts made as their employee, etc. If you're not absolutely positively convinced that you can prove all of that, you might not have any other options. Sorry.

Read your employment agreement CAREFULLY (5)

Seth Finkelstein (90154) | more than 13 years ago | (#387215)

The first thing you must do is to read your employment contract very carefully. Pay particular attention to the "Inventions" clause. I cannot stress this enough.

Very often, you will have signed away all intellectual rights to inventions which could be useful to your employer if developed on company time.

I say: DO NOT TOUCH THIS CLIENT PROJECT. DO NOT. The potential legal entanglement is frightening.

Do not hear about it, do not get mail about it, don't share a pizza with the people working on it.

If you're about to be finished yourself, and you say you are just about one work-week from completion, take a two-week vacation and get it done. Surely that's not too much to do for your long-term project.

Sig: My Latest Censorware Essay:
What Happened To The Censorware Project (censorware.org) [spectacle.org]

His employer isn't trying to steal his work. (5)

Carnage4Life (106069) | more than 13 years ago | (#387216)

I believe that people should try to get into a work life where all their work is motivating for them, and where they and their employer have a common interest, if they have an employer. Thedre shoudl not be this kind of situation where a boss is going to lift the creative work of an employee just because it happens to fit into the boss's firm's business plan.

Nice sentiment but this is not the situation that is being described in the Ask Slashdot. He's halfway through writing an application and his boss coincidentally asked him to write a similar app for a client. If he simply finishes his application on company time and gives that to the client then the work beklongs to the company after all that's what they are paying him to do. I personally see two options:
  • Excuse himself from writing the application for the client stating the reasons why. This should forestall any future lawsuits but may make his work life difficult once his boss realizes he is writing software in his free time that competes with his company and also there may not be any other project for him to work on.

  • Reimplement the product for the client making sure not to use any of his previously developed code which will mean more work but then there won't be any copyright issues to deal with. This does not guarantee however that his boss won't take issue once he releases a similar product.
Quite frankly both options seem fraught with peril so the best advice I can give is talk to a lawyer

The only thing you can do (5)

hrieke (126185) | more than 13 years ago | (#387217)

turn them down and explain why you can not work on the project. Review all you contracts and see what they layed claim too, then have everything you've done at home documented so you are protected from and legal action.
Also hire a lawyer since you've asked for legal advice, and as far as I know, there is only one lawyer here on slashdot, and I'm not him (or her).
If the company is cool about you having writen program foo, maybe they be willing to license a copy of it from you for this client only, with the understanding that you own the code.
Good luck!

Complicated... Things to think about. (5)

DaPimp (180387) | more than 13 years ago | (#387218)

If you have signed an employee agreement giving them rights to your IP, you're probably screwed. If not, taking a vacation and finishing up the project might not be such a bad idea. Its kind of hard to negotiate with an unfinished body of work. Once its finished, offer to sell it to the company. Maybe in lieu of a fixed amount payment for it, you could cut yourself in on the GP they will make from the customer. If its something that can be sold to more than one customer, then you could negotiate a portion of the GP on all sales of this product. In any case, you really should speak with a lawyer about this for the best advice.

Don't listen to anybody (5)

atrowe (209484) | more than 13 years ago | (#387219)

Look here, Yhcrana:

Not to offend anybody, but most Slashdot readers are teenage code monkeys who don't know a damn thing about contract law. I understand your call for help and your need for assistance in this matter, but if you take any of these people's advice, you're going to be asking for trouble. Some of the stuff they're saying sounds good, but most software companies have quite powerful legal teams that you probably don't want to mess with without taking the necessary steps to prepare yourself first.

Do yourself a favor, and go get yourself a lawyer that specializes in contract negotiations or software liscensing agreements and don't pay a damn bit of attention to the so-called "professional advice" these script kiddies are telling you. Do you really want to make a major career move that could affect you for the rest of your life based upon some tips from an anonymous reader named "L1nuXR0x0r5"? Most of these people seem to be under the impression that you should give away all of your code, and I'm pretty sure you don't want to do that. So, go out, hire an attorney, prepare yourself as best you can, and then go talk to your employer.

Good luck.

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